Exhibit 10.91 


 


anavex
life sciences corp.


2015 OMNIBUS INCENTIVE
PLAN


 


Anavex Life Sciences Corp. sets forth herein
the terms and conditions of its 2015 Omnibus Incentive Plan, as follows:


 


		1.	PURPOSE



 


The Plan is intended to enhance the Company’s
and its Affiliates’ ability to attract and retain highly qualified officers, Non-Employee Directors, key employees and Consultants,
and to motivate such officers, Non-Employee Directors, key employees and Consultants to serve the Company and its Affiliates and
to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity
to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan
provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock,
other share-based awards and cash awards. Any of these awards may, but need not, be made as performance incentives to reward attainment
of performance goals in accordance with the terms and conditions hereof. Stock options granted under the Plan may be non-qualified
stock options or incentive stock options, as provided herein. Upon becoming effective, the Plan replaces, and no further awards
shall be made under, the Prior Plan.


 


		2.	DEFINITIONS



 


For purposes of interpreting the Plan and
related documents (including Award Agreements), the following definitions shall apply:


 


2.1.          “Affiliate”
means any company or other trade or business that “controls,” is “controlled
by” or is “under common control” with the Company within the meaning of Rule 405 of Regulation C under the Securities
Act, including any Subsidiary.


 


2.2.          “Annual
Incentive Award” means a cash-based Performance Award with a performance
period that is the Company’s fiscal year or other 12-month (or shorter) performance period as specified under the terms
and conditions of the Award as approved by the Board.


 


2.3.          “Award”
means a grant of an Option, SAR, Restricted Stock, RSU, Other Share-based Award or cash award
under the Plan.


 


2.4.          “Award
Agreement” means a written agreement between the Company and a Grantee,
or notice from the Company or an Affiliate to a Grantee that evidences and sets out the terms and conditions of an Award.


 


2.5.          “Board”
means the Board of Directors of the Company.


 




     


     


    

 


2.6.          “Cause”
shall be defined as that term is defined in the Grantee’s offer letter or other applicable
employment agreement; or, if there is no such definition, “Cause” means, unless otherwise provided in the applicable
Award Agreement: (i) the commission of any act by the Grantee constituting financial dishonesty against the Company or its
Affiliates (which act would be chargeable as a crime under applicable law); (ii) the Grantee’s engaging in any other
act of dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or harassment that would (a) materially
adversely affect the business or the reputation of the Company or any of its Affiliates with their respective current or prospective
customers, suppliers, lenders or other third parties with whom such entity does or might do business or (b) expose the Company
or any of its Affiliates to a risk of civil or criminal legal damages, liabilities or penalties; (iii) the repeated failure
by the Grantee to follow the directives of the Chief Executive Officer of the Company or any of its Affiliates or the Board; or
(iv) any material misconduct, violation of the Company’s or Affiliates’ policies, or willful and deliberate non-performance
of duty by the Grantee in connection with the business affairs of the Company or its Affiliates.


 


2.7.          “Change
in Control” shall have the meaning set forth in Section 15.3.2.


 


2.8.          “Code”
means the Internal Revenue Code of 1986.


 


2.9.          “Committee”
means the Compensation Committee of the Board or any committee or other person or persons designated
by the Board to administer the Plan. The Board will cause the Committee to satisfy the applicable requirements of any securities
exchange on which the Common Stock may then be listed. For purposes of Awards to Covered Employees intended to qualify as “performance-based
compensation” under Section 162(m), to the extent required by Section 162(m), Committee means all of the members
of the Committee who are “outside directors” within the meaning of Section 162(m). For purposes of Awards to
Grantees who are subject to Section 16 of the Exchange Act, Committee means all of the members of the Committee who are “non-employee
directors” within the meaning of Rule 16b-3 adopted under the Exchange Act. All references in the Plan to the Board shall
mean such Committee or the Board to the extent the Committee has been designated by the Board to administer the Plan.


 


2.10.        “Company” means
Anavex Life Sciences Corp., a Nevada corporation, or any successor corporation.


 


2.11.        “Common
Stock” means the common stock of the Company.


 


2.12.        “Consultant”
means a consultant or advisor that provides bona fide services to the Company or any Affiliate
and who qualifies as a consultant or advisor under Form S-8.


 


2.13.        “Corporate
Transaction” means a reorganization, merger, statutory share exchange, consolidation, sale
of all or substantially all of the Company’s assets or the acquisition of assets or stock of another entity by the Company
or other corporate transaction involving the Company or any of its Subsidiaries.


 


2.14.        “Covered
Employee” means a Grantee who is a “covered employee”
within the meaning of Section 162(m), as qualified by Section 12.4.


 


2.15.         “Disability”
shall be defined as that term is defined in the Grantee’s offer letter or other applicable
employment agreement; or, if there is no such definition, “Disability” means, unless otherwise provided in the applicable
Award Agreement, the Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a
medically determinable physical or mental impairment that is potentially permanent in character or that can be expected to last
for a continuous period of not less than 12 months; provided, however, that, with respect to rules regarding expiration
of an Incentive Stock Option following termination of the Grantee’s Service, “Disability” means “permanent
and total disability” as set forth in Code Section 22(e)(3).


 




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2.16.       “Effective
Date” means September 18, 2015.


 


2.17.       “Exchange
Act” means the Securities Exchange Act of 1934.


 


2.18.       “Fair
Market Value” of a Share as of a particular date means (i) if the
Common Stock is listed on a national securities exchange, the closing or last price of the Common Stock on the composite tape
or other comparable reporting system for the applicable date, or if the applicable date is not a trading day, the trading day
immediately preceding the applicable date, or (ii) if the Common Stock is not then listed on a national securities exchange, the
closing or last price of the Common Stock quoted by an established quotation service for over-the-counter securities or (iii)
if the Common Stock is not then listed on a national securities exchange or quoted by an established quotation service for over-the-counter
securities, or the value of the Common Stock is not otherwise determinable, such value as determined by the Board.


 


2.19.       “Family
Member” means a person who is a spouse, former spouse, child, stepchild,
grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother,
sister, brother-in-law or sister-in-law, including adoptive relationships, of the applicable individual, any person sharing the
applicable individual’s household (other than a tenant or employee), a trust in which any one or more of these persons have
more than 50% of the beneficial interest, a foundation in which any one or more of these persons (or the applicable individual)
control the management of assets, and any other entity in which one or more of these persons (or the applicable individual) own
more than 50% of the voting interests.


 


2.20.      
“Grant Date” means the latest to occur of (i) the date
as of which the Board approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive
an Award under Section 6 or (iii) such other
date as may be specified by the Board in the Award Agreement.


 


2.21.       “Grantee”
means a person who receives or holds an Award.


 


2.22.       “Incentive
Stock Option” means an “incentive stock option” within
the meaning of Code Section 422.


 


2.23.       “Non-Employee
Director” means a member of the Board or the board of directors of an Affiliate, in each
case who is not an officer or employee of the Company or any Affiliate. 


 


2.24.       “Non-qualified
Stock Option” means an Option that is not an Incentive Stock Option.


 


2.25.       “Option”
means an option to purchase one or more Shares pursuant to the Plan.


 


2.26.        “Option
Price” means the exercise price for each Share subject to an Option.


 




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2.27.        “Other
Share-based Awards” means Awards consisting of Share units, or other
Awards, valued in whole or in part by reference to, or otherwise based on, Common Stock, other than Options, SARs, Restricted
Stock and RSUs.


 


2.28.        “Performance
Award” means an Award made subject to the attainment of performance
goals (as described in Section 12) over a performance
period established by the Committee, and includes an Annual Incentive Award.


 


2.29.        “Person”
means an individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act.


 


2.30.        “Plan”
means this Anavex Life Sciences Corp. 2015 Omnibus Incentive Plan.


 


2.31.        “Prior
Plan” means the Anavex Life Sciences Corp. 2007 Stock Option Plan.


 


2.32.        “Purchase
Price” means the purchase price for each Share pursuant to a grant
of Restricted Stock.


 


2.33.        “Restricted
Period” shall have the meaning set forth in Section 10.1.


 


2.34.        “Restricted
Stock” means restricted Shares that are subject to specified terms
and conditions, awarded to a Grantee pursuant to Section 10.


 


2.35.        “Restricted
Stock Unit” or “RSU” means
a bookkeeping entry representing the right to receive Shares subject to the satisfaction of specified terms and conditions, awarded
to a Grantee pursuant to Section 10.


 


2.36.        “SAR
Exercise Price” means the per Share exercise price of a SAR granted
to a Grantee under Section 9.


 


2.37.        “SEC”
means the United States Securities and Exchange Commission.


 


2.38.        “Section 162(m)”
means Code Section 162(m).


 


2.39.        “Section 409A”
means Code Section 409A.


 


2.40.        “Securities
Act” means the Securities Act of 1933.


 


2.41.        “Separation
from Service” means the termination of a Service Provider’s
Service, whether initiated by the Service Provider or the Company or an Affiliate; provided that if any Award governed by Section 409A
is to be distributed on a Separation from Service, then the definition of Separation from Service for such purposes shall comply
with the definition provided in Section 409A.


 




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2.42.        “Service”
means service as a Service Provider to the Company or an Affiliate. Unless
otherwise provided in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted
or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate.


 


2.43.        “Service
Provider” means an employee, officer, Non-Employee Director or Consultant
of the Company or an Affiliate.


 


2.44.       “Share”
means a share of Common Stock.


 


2.45.       “Stock
Appreciation Right” or “SAR” means a right granted to
a Grantee pursuant to Section 9.


 


2.46.        “Stockholder”
means a stockholder of the Company.


 


2.47.       “Subsidiary”
means any “subsidiary corporation” of the Company within the
meaning of Code Section 424(f).


 


2.48.        “Substitute
Award” means any Award granted in assumption of or in substitution
for an award of a company or business acquired by the Company or an Affiliate or with which the Company or an Affiliate combines.


 


2.49.       
“Ten Percent Stockholder” means an individual who owns more
than 10% of the total combined voting power of all classes of outstanding stock of the Company, its parent or any of its Subsidiaries.
In determining stock ownership, the attribution rules of Code Section 424(d) shall be applied.


 


2.50.       
“Termination Date” means the date that is 10 years after the
Effective Date, unless the Plan is earlier terminated by the Board under Section 5.2.


 


3.          ADMINISTRATION
OF THE PLAN


 


3.1.          General


 


The Board shall have such powers and authorities
related to the administration of the Plan as are consistent with the Company’s articles of incorporation and bylaws and applicable
law. The Board shall have the power and authority to delegate its responsibilities hereunder to the Committee, which shall have
full authority to act in accordance with its charter, and with respect to the power and authority of the Board to act hereunder,
all references to the Board shall be deemed to include a reference to the Committee, unless such power or authority is specifically
reserved by the Board. Except as specifically provided in Section 14 or as otherwise may be required by applicable
law, regulatory requirement or the articles of incorporation or the bylaws of the Company, the Board shall have full power and
authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement,
and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent
with the specific terms and conditions of the Plan that the Board deems to be necessary or appropriate to the administration of
the Plan. The Committee shall administer the Plan; provided that, the Board shall retain the right to exercise the authority
of the Committee to the extent consistent with applicable law and the applicable requirements of any securities exchange on which
the Common Stock may then be listed. All actions, determinations and decisions by the Board or the Committee under the Plan, any
Award or any Award Agreement shall be in the Board’s (or the Committee’s, as applicable) sole discretion and shall
be final, binding and conclusive. Without limitation, the Board shall have full and final power and authority, subject to the other
terms and conditions of the Plan, to:


 




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		(i)	designate Grantees;



 


		(ii)	determine the type or types of Awards to be made to Grantees;



 


		(iii)	determine the number of Shares to be subject to an Award;



 


		(iv)	establish the terms and conditions of each Award (including
the Option Price of any Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating
to the vesting, exercise, transfer or forfeiture of an Award or the Shares subject thereto and any terms or conditions that may
be necessary to qualify Options as Incentive Stock Options);



 


		(v)	prescribe the form of each Award Agreement; and



 


		(vi)	amend, modify or supplement the terms or conditions of
any outstanding Award including the authority, in order to effectuate the purposes of the Plan, to modify Awards to foreign nationals
or individuals who are employed outside the United States to recognize differences in local law, tax policy or custom.



 


To the extent permitted by applicable law,
the Board may delegate its authority as identified herein to any individual or committee of individuals (who need not be directors),
including the authority to make Awards to Grantees who are not subject to Section 16 of the Exchange Act or who are not Covered
Employees. To the extent that the Board delegates its authority to make Awards as provided by this Section 3.1, all
references in the Plan to the Board’s authority to make Awards and determinations with respect thereto shall be deemed to
include the Board’s delegate. Any such delegate shall serve at the pleasure of, and may be removed at any time by, the Board.


 


3.2.          No
Repricing


 


Notwithstanding any provision herein to
the contrary, the repricing of Options or SARs is prohibited without prior approval of the Stockholders. For this purpose, a “repricing”
means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms or conditions
of an Option or SAR to lower its Option Price or SAR Exercise Price; (ii) any other action that is treated as a “repricing”
under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option or SAR at a time when its
Option Price or SAR Exercise Price is greater than the Fair Market Value of the underlying Shares in exchange for another Award,
unless the cancellation and exchange occurs in connection with a change in capitalization or similar change under Section 15.
A cancellation and exchange under clause (iii) would be considered a “repricing” regardless of whether it is treated
as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part
of the Grantee.


 




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3.3.          Award
Agreements; Clawbacks


 


The grant of any Award may be contingent
upon the Grantee executing the appropriate Award Agreement. The Company may retain the right in an Award Agreement to cause a forfeiture
of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any
employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company
or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, or otherwise in
competition with the Company or any Affiliate thereof, to the extent specified in such Award Agreement applicable to the Grantee.
Furthermore, the Company may annul an Award if the Grantee is terminated for Cause.


 


All Awards and any amounts or benefits received
under the Plan shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the
terms or conditions of any applicable Company clawback policy or any applicable law, as may be in effect from time to time, including
the requirements of (i) Section 304 of the Sarbanes Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform
and Consumer Protection Act, (ii) similar rules under the laws of any other jurisdiction and (iii) any policies adopted
by the Company to implement such requirements. By accepting an Award, a Grantee shall be deemed to have acknowledged and consented
to the Company’s application, implementation and enforcement of any applicable Company clawback policy that may apply to
the Grantee, whether adopted prior to or following the Award’s Grant Date, and any provision of applicable law relating to
cancellation, recoupment, rescission or payback of compensation, and to have agreed that the Company may take such actions as may
be necessary to effectuate any such policy or applicable law, without further consideration or action.


 


3.4.          Deferral
Arrangement


 


The Board may permit or require the deferral
of any Award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish and in
accordance with Section 409A, which may include provisions for the payment or crediting of interest or dividend equivalents,
including converting such credits into deferred Share units.


 


3.5.          No
Liability


 


No member of the Board or of the Committee
shall be liable for any action or determination made in good faith with respect to the Plan, any Award or Award Agreement.


 


3.6.          Book
Entry


 


Notwithstanding any other provision of the
Plan to the contrary, the Company may elect to satisfy any requirement under the Plan for the delivery of stock certificates through
the use of book entry.


 




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4.          STOCK
SUBJECT TO THE PLAN


 


4.1.          Authorized
Number of Shares


 


Subject to adjustment under Section 15,
the aggregate number of Shares authorized to be awarded under the Plan shall not exceed 24,202,211. In addition, Shares underlying
any outstanding award granted under the Prior Plan that, following the Effective Date, expires, or is terminated, surrendered or
forfeited for any reason without issuance of Shares shall be available for the grant of new Awards. As provided in Section 1,
no new awards shall be granted under the Prior Plan following the Effective Date. Shares issued under the Plan may consist in whole
or in part of authorized but unissued Shares, treasury Shares or Shares purchased on the open market or otherwise, all as determined
by the Board from time to time.


 


4.2.          Share
Counting


 


4.2.1.          General


 


Each Share granted in connection with an Award
shall be counted as one Share against the limit in Section 4.1, subject to the provisions of this Section 4.2.


 


4.2.2.          Cash-Settled
Awards


 


Any Award settled in cash shall not be counted
as issued Shares for any purpose under the Plan.


 


4.2.3.          Expired
or Terminated Awards


 


If any Award expires, or is terminated, surrendered
or forfeited, in whole or in part, the unissued Shares covered by such Award shall again be available for the grant of Awards.


 


4.2.4.          Payment
of Option Price or Tax Withholding in Shares


 


If Shares issuable upon exercise, vesting
or settlement of an Award, or Shares owned by a Grantee (which are not subject to any pledge or other security interest) are surrendered
or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in
respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement,
such surrendered or tendered Shares shall again be available for the grant of Awards. For a stock-settled SAR, only the net Shares
actually issued upon exercise of the SAR shall be counted against the limit in Section 4.1.


 


4.2.5.          Substitute
Awards


 


Substitute Awards shall not be counted against
the number of Shares reserved under the Plan.


 




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4.3.          Award
Limits


 


4.3.1.          Incentive
Stock Options 


 


Subject
to adjustment under Section 15,
unless and until determined otherwise by the Board,
no Shares available for issuance under the Plan shall be available for issuance as Incentive Stock Options.


 


4.3.2.          Individual
Award Limits for Section 162(m) – Share-Based Awards


 


Subject to adjustment under Section 15,
the maximum number of each type of Award (other than cash-based Performance Awards) intended to qualify as “performance-based
compensation” under Section 162(m) granted to any Grantee in any calendar year shall not exceed the number of Shares
determined by the Board, including : (i) Options and SARs; and (ii) all share-based Performance Awards (including Restricted Stock,
RSUs and Other Share-based Awards that are Performance Awards).


 


4.3.3.          Individual
Award Limits for Section 162(m) – Cash-Based Awards


 


The maximum amount of cash-based Performance
Awards intended to constitute “performance-based compensation” under Section 162(m) granted to any Grantee in
any calendar year, including (i) Annual Incentive Awards; and (ii) all other cash-based Performance Awards, shall be determined
by the Board.


 


4.3.4.          Limits
on Awards to Non-Employee Directors


 


The Board shall determine how much money may
be granted in share-based Awards during any one year to a Grantee who is a Non-Employee Director (based on the Fair Market Value
underlying the Award as of the applicable Grant Date in the case of Restricted Stock, RSUs or Other Share-based Awards, and based
on the applicable grant date fair value for accounting purposes in the case of Options or SARs); provided, however,
that share-based Awards made to a Grantee who is a Non-Employee Director at such Grantee’s election in lieu of all or a portion
of his or her retainer for service on the Board and any Board committee shall not be counted towards the limit under this Section 4.3.4.


 


		5.	EFFECTIVE DATE, DURATION AND AMENDMENTS



 


5.1.          Term


 


The Plan shall be effective as of the Effective
Date. The Plan shall terminate automatically on the 10-year anniversary of the Effective Date and may be terminated on any earlier
date as provided in Section 5.2.


 


 




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5.2.          Amendment
and Termination of the Plan


 


The Board may, at any time and from time
to time, amend, suspend or terminate the Plan as to any Awards that have not been made. An amendment shall be contingent on approval
of the Stockholders to the extent stated by the Board, required by applicable law or required by applicable securities exchange
listing requirements. No Awards shall be made after the Termination Date. The applicable terms and conditions of the Plan, and
any terms and conditions applicable to Awards granted prior to the Termination Date shall survive the termination of the Plan and
continue to apply to such Awards. No amendment, suspension or termination of the Plan shall, without the consent of the Grantee,
materially impair rights or obligations under any Award theretofore awarded.


 


		6.	AWARD ELIGIBILITY AND LIMITATIONS



 


6.1.          Service
Providers


 


Subject to this Section 6.1,
Awards may be made to any Service Provider as the Board may determine and designate from time to time.


 


6.2.          Successive
Awards


 


An eligible person may receive more than
one Award, subject to such restrictions as are provided herein.


 


6.3.          Stand-Alone,
Additional, Tandem, and Substitute Awards


 


Awards may be granted either alone or in
addition to, in tandem with or in substitution or exchange for, any other Award or any award granted under another plan of the
Company, any Affiliate or any business entity to be acquired by the Company or an Affiliate, or any other right of a Grantee to
receive payment from the Company or any Affiliate. Such additional, tandem or substitute or exchange Awards may be granted at any
time. If an Award is granted in substitution or exchange for another award, the Board shall have the right to require the surrender
of such other award in consideration for the grant of the new Award. Subject to the requirements of applicable law, the Board may
make Awards in substitution or exchange for any other award under another plan of the Company, any Affiliate or any business entity
to be acquired by the Company or an Affiliate. In addition, Awards may be granted in lieu of cash compensation, including in lieu
of cash amounts payable under other plans of the Company or any Affiliate, in which the value of Shares subject to the Award is
equivalent in value to the cash compensation (for example, RSUs or Restricted Stock).


 


		7.	AWARD AGREEMENT



 


The grant of any Award may be contingent
upon the Grantee executing an appropriate Award Agreement, in such form or forms as the Board shall from time to time determine.
Without limiting the foregoing, an Award Agreement may be provided in the form of a notice that provides that acceptance of the
Award constitutes acceptance of all terms and conditions of the Plan and the notice. Award Agreements granted from time to time
or at the same time need not contain similar provisions but shall be consistent with the terms and conditions of the Plan. Each
Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-qualified Stock Options
or Incentive Stock Options, and in the absence of such specification such options shall be deemed Non-qualified Stock Options.


 




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		8.	TERMS AND CONDITIONS OF OPTIONS



 


8.1.          Option
Price


 


The Option Price of each Option shall be
fixed by the Board and stated in the related Award Agreement. The Option Price of each Option (except those that constitute Substitute
Awards) shall be at least the Fair Market Value on the Grant Date; provided, however, that in the event that a Grantee
is a Ten Percent Stockholder as of the Grant Date, the Option Price of an Option granted to such Grantee that is intended to be
an Incentive Stock Option shall be not less than 110% of the Fair Market Value on the Grant Date. In no case shall the Option Price
of any Option be less than the par value of a Share.


 


8.2.          Vesting


 


Subject to Section 8.3, each
Option shall become exercisable at such times and under such conditions (including performance requirements) as stated in the Award
Agreement.


 


8.3.          Term


 


Each Option shall terminate, and all rights
to purchase Shares thereunder shall cease, upon the expiration of 10 years from the Grant Date, or under such circumstances and
on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the related Award Agreement;
provided, however, that in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee
that is intended to be an Incentive Stock Option at the Grant Date shall not be exercisable after the expiration of five years
from its Grant Date.


 


8.4.          Limitations
on Exercise of Option


 


Notwithstanding any other provision of the
Plan, in no event may any Option be exercised, in whole or in part, after the occurrence of an event that results in termination
of the Option.


 


8.5.          Method
of Exercise


 


An Option that is exercisable may be exercised
by the Grantee’s delivery of a notice of exercise to the Company, setting forth the number of Shares with respect to which
the Option is to be exercised, accompanied by full payment for the Shares. To be effective, notice of exercise must be made in
accordance with procedures established by the Company from time to time.


 


8.6.          Rights
of Holders of Options


 


Unless otherwise provided in the applicable
Award Agreement, an individual holding or exercising an Option shall have none of the rights of a Stockholder (for example, the
right to receive cash or dividend payments or distributions attributable to the subject Shares or to direct the voting of the subject
Shares) until the Shares covered thereby are fully paid and issued to him. Except as provided in Section 15 or the
related Award Agreement, no adjustment shall be made for dividends, distributions or other rights for which the record date is
prior to the date of such issuance.


 




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8.7.          Delivery
of Stock Certificates


 


Subject to Section 3.6, promptly
after the exercise of an Option by a Grantee and the payment in full of the Option Price, such Grantee shall be entitled to the
issuance of a stock certificate or certificates evidencing his or her ownership of the Shares subject to the Option.


 


8.8.          Limitations
on Incentive Stock Options


 


An Option shall constitute an Incentive
Stock Option only (i) if the Plan is approved by the Stockholders within 12 months before or after the Effective Date, provided
that any Option that is intended to be an Incentive Stock Option that is granted prior to such Stockholder approval must be granted
subject to such Stockholder approval, (ii) if the Grantee of such Option is an employee of the Company or any Subsidiary of
the Company, (iii) to the extent specifically provided in the related Award Agreement and (iv) to the extent that the
aggregate Fair Market Value (determined at the time the Option is granted) with respect to which all Incentive Stock Options held
by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee’s
employer and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order
in which they were granted.


 


		9.	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS



 


9.1.          Right
to Payment


 


A SAR shall confer on the Grantee a right
to receive, upon exercise thereof, the excess of (i) the Fair Market Value on the date of exercise over (ii) the SAR
Exercise Price, as determined by the Board. The Award Agreement for a SAR (except those that constitute Substitute Awards) shall
specify the SAR Exercise Price, which shall be fixed on the Grant Date as not less than the Fair Market Value on that date. SARs
may be granted alone or in conjunction with all or part of an Option or at any subsequent time during the term of such Option or
in conjunction with all or part of any other Award. A SAR granted in tandem with an outstanding Option following the Grant Date
of such Option shall have a grant price that is equal to the Option Price; provided, however, that the SAR’s
grant price may not be less than the Fair Market Value on the Grant Date of the SAR to the extent required by Section 409A.


 


9.2.          Other
Terms


 


The Board shall determine the time or times
at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance
goals and/or future service requirements), the time or times at which SARs shall cease to be or become exercisable following Separation
from Service or upon other conditions, the method of exercise, whether or not a SAR shall be in tandem or in combination with any
other Award and any other terms and conditions of any SAR.


 




    	 	12	 



     


    

 


9.3.          Term
of SARs


 


The term of a SAR shall be determined by
the Board; provided, however, that such term shall not exceed 10 years.


 


9.4.          Payment
of SAR Amount


 


Upon exercise of a SAR, a Grantee shall
be entitled to receive payment from the Company (in cash or Shares, as determined by the Board) in an amount determined by multiplying:


 


(i)           the
difference between the Fair Market Value on the date of exercise over the SAR Exercise Price; by


 


(ii)          the
number of Shares with respect to which the SAR is exercised.


 


		10.	TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED
STOCK UNITS



 


10.1.       Restrictions


 


At the time of grant, the Board may establish
a period of time (a “Restricted Period”) and any additional restrictions including the satisfaction of corporate
or individual performance objectives applicable to an Award of Restricted Stock or RSUs. Each Award of Restricted Stock or RSUs
may be subject to a different Restricted Period and additional restrictions. Neither Restricted Stock nor RSUs may be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other
applicable restrictions.


 


10.2.       Restricted
Stock Certificates


 


The Company shall issue Shares, in the name
of each Grantee to whom Restricted Stock has been granted, stock certificates or other evidence of ownership representing the total
number of Shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Board
may provide in an Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the Grantee’s
benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse, or (ii) such certificates
shall be delivered to the Grantee; provided, however, that such certificates shall bear a legend or legends that
comply with the applicable securities laws and regulations and make appropriate reference to the restrictions imposed under the
Plan and the Award Agreement.


 


10.3.       Rights
of Holders of Restricted Stock


 


Unless the otherwise provided in the applicable
Award Agreement and subject to Section 17.10, holders of Restricted Stock shall have rights as Stockholders, including
voting and dividend rights.


 




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10.4.      Rights
of Holders of RSUs


 


10.4.1.          Settlement
of RSUs


 


RSUs may be settled in cash or Shares, as
determined by the Board and set forth in the Award Agreement. The Award Agreement shall also set forth whether the RSUs shall be
settled (i) within the time period specified for “short term deferrals” under Section 409A or (ii) otherwise
within the requirements of Section 409A, in which case the Award Agreement shall specify upon which events such RSUs shall
be settled.


 


10.4.2.          Voting
and Dividend Rights


 


Unless otherwise provided in the applicable
Award Agreement and subject to Section 17.10, holders of RSUs shall not have rights as Stockholders, including voting
or dividend or dividend equivalents rights.


 


10.4.3.          Creditor’s
Rights


 


A holder of RSUs shall have no rights other
than those of a general creditor of the Company. RSUs represent an unfunded and unsecured obligation of the Company, subject to
the terms and conditions of the applicable Award Agreement.


 


10.5.       Purchase
of Restricted Stock


 


The Grantee shall be required, to the extent
required by applicable law, to purchase the Restricted Stock from the Company at a Purchase Price equal to the greater of (i) the
aggregate par value of the Shares represented by such Restricted Stock or (ii) the Purchase Price, if any, specified in the
related Award Agreement. If specified in the Award Agreement, the Purchase Price may be deemed paid by Services already rendered.
The Purchase Price shall be payable in a form described in Section 11 or, if so determined by the Board, in consideration
for past Services rendered.


 


10.6.        Delivery
of Shares


 


Upon the expiration or termination of any
Restricted Period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable to Shares of
Restricted Stock or RSUs settled in Shares shall lapse, and, unless otherwise provided in the applicable Award Agreement, a stock
certificate for such Shares shall be delivered, free of all such restrictions, to the Grantee or the Grantee’s beneficiary
or estate, as the case may be.


 


		11.	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK



 


11.1.        General
Rule


 


Payment of the Option Price for the Shares
purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents
acceptable to the Company, except as provided in this Section 11.


 




    	 	14	 



     


    

 


11.2.        Surrender
of Shares


 


To the extent the Award Agreement so provides,
payment of the Option Price for Shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock
may be made all or in part through the tender to the Company of Shares, which Shares shall be valued, for purposes of determining
the extent to which the Option Price or Purchase Price for Restricted Stock has been paid thereby, at their Fair Market Value on
the date of exercise or surrender. Notwithstanding the foregoing, in the case of an Incentive Stock Option, the right to make payment
in the form of already-owned Shares may be authorized only at the time of grant.


 


11.3.        Cashless
Exercise


 


With respect to an Option only (and not
with respect to Restricted Stock), to the extent permitted by law and to the extent the Award Agreement so provides, payment of
the Option Price may be made all or in part by delivery (on a form acceptable to the Company) of an irrevocable direction to a
licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sales proceeds to the Company
in payment of the Option Price and any withholding taxes described in Section 17.3.


 


11.4.        Other
Forms of Payment


 


To the extent the Award Agreement so provides,
payment of the Option Price or the Purchase Price for Restricted Stock may be made in any other form that is consistent with applicable
laws, regulations and rules, including the Company’s withholding of Shares otherwise due to the exercising Grantee.


 


		12.	TERMS AND CONDITIONS
OF PERFORMANCE AWARDS



 


12.1.        Performance
Conditions


 


The right of a Grantee to exercise or receive
a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by
the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing
any performance conditions.


 


12.2.        Performance
Awards Granted to Designated Covered Employees


 


If and to the extent that the Committee
determines that a Performance Award to be granted to a Grantee who is designated by the Committee as likely to be a Covered Employee
should qualify as “performance-based compensation” for purposes of Section 162(m), the grant, exercise and/or
settlement of such Performance Award shall be contingent upon achievement of pre-established performance goals and other terms
and conditions set forth in this Section 12.2. Notwithstanding anything herein to the contrary, the Committee may provide
for Performance Awards to Covered Employees that are not intended to qualify as “performance-based compensation” for
purposes of Section 162(m).


 




    	 	15	 



     


    

 


12.2.1.        Performance
Goals Generally


 


The performance goals for Performance Awards
shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria,
as specified by the Committee consistent with this Section 12.2. Performance goals shall be objective and shall otherwise
meet the requirements of Section 162(m), including the requirement that the level or levels of performance targeted by the
Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine
that Performance Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or
more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of the Performance Awards. Performance
goals may be established on a Company-wide basis, or with respect to one or more business units, divisions, Affiliates or business
segments, as applicable. Performance goals may be absolute or relative (to the performance of one or more comparable companies
or indices). To the extent consistent with the requirements of Section 162(m), the Committee may determine at the time that
goals under this Section 12 are established the extent to which measurement of performance goals may exclude the impact
of charges for restructuring, discontinued operations, extraordinary items, debt redemption or retirement, asset write downs, litigation
or claim judgments or settlements, acquisitions or divestitures, foreign exchange gains and losses and other extraordinary, unusual
or non-recurring items, and the cumulative effects of tax or accounting changes (each as defined by generally accepted accounting
principles and as identified in the Company’s financial statements or other SEC filings). Performance goals may differ for
Performance Awards granted to any one Grantee or to different Grantees.


 


12.2.2.        Business
Criteria


 


One or more of the following business criteria
for the Company, on a consolidated basis, and/or specified Affiliates or business units of the Company (except with respect to
the total stockholder return and earnings per share criteria), shall be used exclusively by the Committee in establishing performance
goals for Performance Awards: (i) cash flow; (ii) earnings per share, as adjusted for any stock split, stock dividend or other
recapitalization; (iii) earnings measures (including EBIT and EBITDA)); (iv) return on equity; (v) total stockholder return; (vi)
share price performance, as adjusted for any stock split, stock dividend or other recapitalization; (vii) return on capital; (viii)
revenue; (ix) income; (x) profit margin; (xi) return on operating revenue; (xii) brand recognition or acceptance; (xiii) customer
metrics (including customer satisfaction, customer retention, customer profitability or customer contract terms); (xiv) productivity;
(xv) expense targets; (xvi) market share; (xvii) cost control measures; (xviii) balance sheet metrics; (xix) strategic initiatives;
(xx) implementation, completion or attainment of measurable objectives with respect to recruitment or retention of personnel or
employee satisfaction; (xxi) return on assets; (xxii) growth in net sales; (xxiii) the ratio of net sales to net working capital;
(xxiv) stockholder value added; (xxv) improvement in management of working capital items (inventory, accounts receivable or accounts
payable); (xxvi) sales from newly-introduced products; (xxvii) successful completion of, or achievement of milestones or objectives
related to, financing or capital raising transactions, strategic acquisitions or divestitures, joint ventures, partnerships, collaborations
or other transactions; (xxviii) product quality, safety, productivity, yield or reliability (on time and complete orders); (xxix)
funds from operations; (xxx) regulatory body approval for commercialization of a product; (xxxi) debt levels or reduction or debt
ratios; (xxxii) economic value; (xxxiii) operating efficiency; (xxxiv) research and development achievements; or (xxxv) any combination
of the forgoing business criteria; provided, however, that such business criteria shall include any derivations of
business criteria listed above (e.g., income shall include pre-tax income, net income and operating income).


 




    	 	16	 



     


    

 


12.2.3.       Timing
for Establishing Performance Goals


 


Performance goals shall be established not
later than 90 days after the beginning of any performance period applicable to Performance Awards, or at such other date as may
be required or permitted for “performance-based compensation” under Section 162(m).


 


12.2.4.        Settlement
of Performance Awards; Other Terms


 


Settlement of Performance Awards may be in
cash, Shares, other Awards or other property, as determined by the Committee. The Committee may reduce the amount of a settlement
otherwise to be made in connection with Performance Awards.


 


12.3.      Written
Determinations


 


All determinations by the Committee as to
the establishment of performance goals, the amount of any Performance Award pool or potential individual Performance Awards and
as to the achievement of performance goals relating to Performance Awards, shall be made in writing in the case of any Award intended
to qualify as “performance-based compensation” under Section 162(m) to the extent required by Section 162(m).
To the extent permitted by Section 162(m), the Committee may delegate any responsibility relating to such Performance Awards.


 


12.4.      Status
of Section 12.2 Awards under Section 162(m)


 


It is the intent of the Company that Performance
Awards under Section 12.2 granted to persons who are designated by the Committee as likely to be Covered Employees
within the meaning of Section 162(m) shall, if so designated by the Committee, qualify as “performance-based compensation”
within the meaning of Section 162(m). Accordingly, the terms and conditions of Section 12.2, including the definitions
of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Section 162(m). The foregoing
notwithstanding, because the Committee cannot determine with certainty whether a given Grantee will be a Covered Employee with
respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated
by the Committee, at the time of grant of Performance Awards, as likely to be a Covered Employee with respect to that fiscal year
or any subsequent fiscal year. If any provision of the Plan or any agreement relating to such Performance Awards does not comply
or is inconsistent with the requirements of Section 162(m), such provision shall be construed or deemed amended to the extent
necessary to conform to such requirements.


 




    	 	17	 



     


    

 


		13.	other
                                         SHARE-based awards



 


13.1.          Grant
of Other Share-based Awards


 


Other Share-based Awards may be granted
either alone or in addition to or in conjunction with other Awards. Other Share-based Awards may be granted in lieu of other cash
or other compensation to which a Service Provider is entitled from the Company or may be used in the settlement of amounts payable
in Shares under any other compensation plan or arrangement of the Company. Subject to the provisions of the Plan, the Board shall
have the authority to determine the persons to whom and the time or times at which such Awards will be made, the number of Shares
to be granted pursuant to such Awards, and all other terms and conditions of such Awards. Unless the Board determines otherwise,
any such Award shall be confirmed by an Award Agreement, which shall contain such provisions as the Board determines to be necessary
or appropriate to carry out the intent of the Plan with respect to such Award.


 


13.2.          Terms
of Other Share-based Awards


 


Any Common Stock subject to Awards made
under this Section 13 may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on
which the Shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.


 


		14.	REQUIREMENTS OF LAW



 


14.1.          General


 


The Company shall not be required to sell
or issue any Shares under any Award if the sale or issuance of such Shares would constitute a violation by the Grantee, any other
individual exercising an Option or the Company of any provision of any law or regulation of any governmental authority, including
any federal or state securities laws or regulations. If at any time the Board determines that the listing, registration or qualification
of any Shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable
as a condition of, or in connection with, the issuance or purchase of Shares hereunder, no Shares may be issued or sold to the
Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby
shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act, upon the exercise
of any Option or the delivery of any Shares underlying an Award, unless a registration statement under such Act is in effect with
respect to the Shares covered by such Award, the Company shall not be required to sell or issue such Shares unless the Board has
received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such Shares pursuant
to an exemption from registration under the Securities Act. The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in
order to cause the exercise of an Option or the issuance of Shares pursuant to the Plan to comply with any law or regulation of
any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable
until the Shares covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances
in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability
of such an exemption.


 




    	 	18	 



     


    

 


14.2.          Rule
16b-3


 


During any time when the Company has a class
of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise
of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange
Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of
Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect
the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may modify the Plan in any respect necessary
to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.


 


		15.	EFFECT OF CHANGES IN CAPITALIZATION



 


15.1.          Changes
in Common Stock


 


If (i) the number of outstanding Shares
is increased or decreased or the Shares are changed into or exchanged for a different number or kind of shares or other securities
of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of Shares, exchange
of Shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Shares effected
without receipt of consideration by the Company occurring after the Effective Date or (ii) there occurs any spin-off, split-up,
extraordinary cash dividend or other distribution of assets by the Company, the number and kinds of shares for Awards granted (including
the per-Grantee maximums set forth in Section 4) shall be equitably adjusted by the Company; provided that any
such adjustment shall comply with Section 409A. In addition, in the event of any such increase or decease in the number of
outstanding Shares or other transaction described in clause (ii) above, the number and kind of Shares for which Awards are outstanding
and the Option Price per Share of outstanding Options and SAR Exercise Price per Share of outstanding SARs shall be equitably adjusted;
provided that any such adjustment shall comply with Section 409A.


 




    	 	19	 



     


    

 


15.2.          Effect
of Certain Transactions


 


Except as otherwise provided in an Award
Agreement and subject to the provisions of Section 15.3, in the event of a Corporate Transaction, the Plan and the
Awards shall continue in effect in accordance with their respective terms and conditions, except that following a Corporate Transaction
either (i) each outstanding Award shall be treated as provided for in the agreement entered into in connection with the Corporate
Transaction or (ii) if not so provided in such agreement, each Grantee shall be entitled to receive in respect of each Share subject
to any outstanding Awards, upon exercise or payment or transfer in respect of any Award, the same number and kind of stock, securities,
cash, property or other consideration that each holder of a Share was entitled to receive in the Corporate Transaction in respect
of a Share; provided, however, that, unless otherwise determined by the Board, such stock, securities, cash, property
or other consideration shall remain subject to all of the conditions, restrictions and performance criteria that were applicable
to the Awards prior to such Corporate Transaction. Without limiting the generality of the foregoing, the treatment of outstanding
Options and SARs pursuant to this Section 15.2 in connection with a Corporate Transaction in which the consideration
paid or distributed to the Stockholders is not entirely shares of common stock of the acquiring or resulting corporation may include
the cancellation of outstanding Options and SARs upon consummation of the Corporate Transaction as long as, at the election of
the Board, (i) the holders of affected Options and SARs have been given a period of at least 15 days prior to the date of the consummation
of the Corporate Transaction to exercise the Options or SARs (to the extent otherwise exercisable) or (ii) the holders of the affected
Options and SARs are paid (in cash or cash equivalents) in respect of each Share covered by the Option or SAR being canceled an
amount equal to the excess, if any, of the per Share price paid or distributed to Stockholders in the Corporate Transaction (the
value of any non-cash consideration to be determined by the Board) over the Option Price or SAR Exercise Price, as applicable.
For avoidance of doubt, (1) the cancellation of Options and SARs pursuant to clause (ii) of the preceding sentence may be
effected notwithstanding anything to the contrary contained in the Plan or any Award Agreement and (2) if the amount determined
pursuant to clause (ii) of the preceding sentence is zero or less, the affected Option or SAR may be cancelled without any payment
therefore. The treatment of any Award as provided in this Section 15.2 shall be conclusively presumed to be appropriate
for purposes of Section 15.1.


 


15.3.     Change
in Control


 


15.3.1.      Consequences
of a Change in Control


 


For Awards granted to Non-Employee Directors,
except as may otherwise be provided in the applicable Award Agreement, upon a Change in Control all such outstanding Awards that
may be exercised shall become fully exercisable, all restrictions with respect to such outstanding Awards shall lapse and become
vested and non-forfeitable, and any specified performance goals with respect to outstanding Awards shall be deemed to be satisfied
at target.


 


For Awards granted to any other Service Providers,
except as may otherwise be provided in the applicable Award Agreement, either of the following provisions shall apply, depending
on whether, and the extent to which, such Awards are assumed, converted or replaced by the resulting entity in a Change in Control:


 


		(i)	To the extent such Awards are not assumed, converted
or replaced by the resulting entity in the Change in Control, then upon the Change in Control such outstanding Awards that may
be exercised shall become fully exercisable, all restrictions with respect to such outstanding Awards, other than for Performance
Awards, shall lapse and become vested and non-forfeitable, and for any outstanding Performance Awards the target payout opportunities
attainable under such Awards shall be deemed to have been fully earned as of the Change in Control based upon the greater of (A)
an assumed achievement of all relevant performance goals at the “target” level or (B) the actual level of achievement
of all relevant performance goals against target as of the Company’s fiscal quarter end preceding the Change in Control
and the Award shall become vested pro rata based on the portion of the applicable performance period completed through the date
of the Change in Control.



 




    	 	20	 



     


    

 


		(ii)	To the extent such Awards are assumed, converted or replaced
by the resulting entity in the Change in Control, if, within two years after the date of the Change in Control, the Service Provider
has a Separation from Service either (1) by the Company other than for Cause or (2) by the Service Provider for “good reason”
(as defined in the applicable Award Agreement), then such outstanding Awards that may be exercised shall become fully exercisable,
all restrictions with respect to such outstanding Awards, other than for Performance Awards, shall lapse and become vested and
non-forfeitable, and for any outstanding Performance Awards the target payout opportunities attainable under such Awards shall
be deemed to have been fully earned as of the Separation from Service based upon the greater of (A) an assumed achievement of
all relevant performance goals at the “target” level or (B) the actual level of achievement of all relevant performance
goals against target as of the Company’s fiscal quarter end preceding the Change in Control and the Award shall become vested
pro rata based on the portion of the applicable performance period completed through the date of the Separation from Service.



 


15.3.2.      Change
in Control Defined


 


Unless otherwise provided in the applicable
Award Agreement, a “Change in Control” means the consummation of any of the following events:


 


		(i)	The acquisition, other than from the Company, by any
individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), other
than the Company or any subsidiary, affiliate (within the meaning of Rule 144 promulgated under the Securities Act) or employee
benefit plan of the Company, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the “Voting Securities”); or



 


		(ii)	A reorganization, merger, consolidation or recapitalization
of the Company (a “Business Combination”), other than a Business Combination in which more than 50% of the
combined voting power of the outstanding voting securities of the surviving or resulting entity immediately following the Business
Combination is held by the Persons who, immediately prior to the Business Combination, were the holders of the Voting Securities;
or



 




    	 	21	 



     


    

 


		(iii)	A complete liquidation or dissolution of the Company,
or a sale of all or substantially all of the assets of the Company; or



 


		(iv)	During any period of 24 consecutive months, the Incumbent
Directors cease to constitute a majority of the Board; “Incumbent Directors” means individuals who were members
of the Board at the beginning of such period or individuals whose election or nomination for election to the Board by the Stockholders
was approved by a vote of at least a majority of the then Incumbent Directors (but excluding any individual whose initial election
or nomination is in connection with an actual or threatened proxy contest relating to the election of directors).



 


Notwithstanding the foregoing, if it is determined
that an Award is subject to the requirements of Section 409A and payable upon a Change in Control, the Company will not be
deemed to have undergone a Change in Control for purposes of the Plan unless the Company is deemed to have undergone a “change
in control event” pursuant to the definition of such term in Section 409A.


 


15.4.       Adjustments


 


Adjustments under this Section 15
related to Shares or securities of the Company shall be made by the Board. No fractional Shares or other securities shall be issued
pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding
downward to the nearest whole Share.


 


16.        No
Limitations on Company


 


The making of Awards shall not affect or
limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital
or business structure or to merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or
assets.


 


17.       TERMS
APPLICABLE GENERALLY TO AWARDS


 


17.1.       Disclaimer
of Rights


 


No provision in the Plan or in any Award
Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate,
or to interfere in any way with any contractual or other right or authority of the Company or any Affiliate either to increase
or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship
between any individual and the Company or any Affiliate. In addition, notwithstanding anything contained in the Plan to the contrary,
unless otherwise provided in the applicable Award Agreement, no Award shall be affected by any change of duties or position of
the Grantee, so long as such Grantee continues to be a Service Provider. The obligation of the Company to pay any benefits pursuant
to the Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under
the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third
party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms and conditions
of the Plan.


 




    	 	22	 



     


    

 


17.2.        Nonexclusivity
of the Plan


 


Neither the adoption of the Plan nor the
submission of the Plan to the Stockholders for approval shall be construed as creating any limitations upon the right and authority
of the Board or its delegate to adopt such other compensation arrangements as the Board or its delegate determines desirable.


 


17.3.        Withholding
Taxes


 


The Company or an Affiliate, as the case
may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state or local taxes of
any kind required by law to be withheld (i) with respect to the vesting of or other lapse of restrictions applicable to an
Award, (ii) upon the issuance of any Shares upon the exercise of an Option or SAR or (iii) otherwise due in connection
with an Award. At the time of such vesting, lapse or exercise, the Grantee shall pay to the Company or the Affiliate, as the case
may be, any amount that the Company or the Affiliate may reasonably determine to be necessary to satisfy such withholding obligation.
Subject to the prior approval of the Board, the Grantee may elect to satisfy such obligations, or the Company may require such
obligations to be satisfied, in whole or in part, (i) by causing the Company or the Affiliate to withhold the minimum required
number of Shares otherwise issuable to the Grantee as may be necessary to satisfy such withholding obligation or (ii) by delivering
to the Company or the Affiliate Shares already owned by the Grantee. The Shares so delivered or withheld shall have an aggregate
Fair Market Value equal to such withholding obligations. The Fair Market Value used to satisfy such withholding obligation shall
be determined by the Company or the Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee
who has made an election pursuant to this Section 17.3 may satisfy his or her withholding obligation only with Shares
that are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.


 


17.4.       Other
Provisions


 


Each Award Agreement may contain such other
terms and conditions not inconsistent with the Plan as may be determined by the Board. In the event of any conflict between the
terms and conditions of an employment agreement and the Plan, the terms and conditions of the employment agreement shall govern.


 


17.5.        Severability


 


If any provision of the Plan or any Award
Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions
hereof and thereof shall be severable and enforceable in accordance with their terms and conditions, and all provisions shall remain
enforceable in any other jurisdiction.


 




    	 	23	 



     


    

 


17.6.       Governing
Law


 


The Plan shall be governed by and construed
in accordance with the laws of the State of Nevada without giving effect to the principles of conflicts of law, and applicable
Federal law.


 


17.7.       Section 409A


 


The Plan is intended to comply with Section 409A
to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered
to be in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period”
as defined in Section 409A shall not be treated as deferred compensation unless applicable laws require otherwise. Notwithstanding
anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A,
amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six-month
period immediately following the Grantee’s Separation from Service shall instead be paid on the first payroll date after
the six-month anniversary of the Grantee’s Separation from Service (or the Grantee’s death, if earlier). Notwithstanding
the foregoing, neither the Company nor the Board shall have any obligation to take any action to prevent the assessment of any
excise tax or penalty on any Grantee under Section 409A and neither the Company nor the Board shall have any liability to
any Grantee for such tax or penalty.


 


17.8.       Separation
from Service


 


The Board shall determine the effect of
a Separation from Service upon Awards, and such effect shall be set forth in the applicable Award Agreement. Without limiting the
foregoing, the Board may provide in the Award Agreements at the time of grant, or any time thereafter with the consent of the Grantee,
the actions that will be taken upon the occurrence of a Separation from Service, including accelerated vesting or termination,
depending upon the circumstances surrounding the Separation from Service.


 


17.9.       Transferability
of Awards


 


17.9.1.        Transfers
in General


 


Except as provided in Section 17.9.2,
no Award shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and
distribution, and, during the lifetime of the Grantee, only the Grantee personally (or the Grantee’s personal representative)
may exercise rights under the Plan.


 


17.9.2.        Family
Transfers


 


If authorized in the applicable Award Agreement,
a Grantee may transfer, not for value, all or part of an Award (other than Incentive Stock Options) to any Family Member. For the
purpose of this Section 17.9.2, a “not for value” transfer is a transfer that is (i) a gift, (ii) a
transfer under a domestic relations order in settlement of marital property rights or (iii) a transfer to an entity in which
more than 50% of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity.
Following a transfer under this Section 17.9.2, any such Award shall
continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers
of transferred Awards are prohibited except to Family Members of the original Grantee in accordance with this Section 17.9.2
or by will or the laws of descent and distribution.


 




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17.10.     Dividends
and Dividend Equivalent Rights


 


If specified in the Award Agreement, the
recipient of an Award may be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect
to the Common Stock or other securities covered by an Award. The terms and conditions of a dividend equivalent right may be set
forth in the Award Agreement. Dividend equivalents credited to a Grantee may be paid currently or may be deemed to be reinvested
in additional Shares or other securities of the Company at a price per unit equal to the Fair Market Value on the date that such
dividend was paid to Stockholders, as determined by the Board. Notwithstanding the foregoing, in no event will dividends or dividend
equivalents on any Award that is subject to the achievement of performance criteria be payable before the Award has become earned
and payable.


 


17.11.     Plan
Construction


 


In the Plan, unless otherwise stated, the
following uses apply: (i) references to a statute or law refer to the statute or law and any amendments and any successor
statutes or laws, and to all valid and binding governmental regulations, court decisions and other regulatory and judicial authority
issued or rendered thereunder, as amended, or their successors, as in effect at the relevant time; (ii) in computing periods
from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean
“from and including,” and the words “to,” “until” and “ending on” (and the like)
mean “to and including”; (iii) indications of time of day shall be based upon the time applicable to the location
of the principal headquarters of the Company; (iv) the words “include,” “includes” and “including”
(and the like) mean “include, without limitation,” “includes, without limitation” and “including,
without limitation” (and the like), respectively; (v) all references to articles and sections are to articles and sections
in the Plan; (vi) all words used shall be construed to be of such gender or number as the circumstances and context require;
(vii) the captions and headings of articles and sections have been inserted solely for convenience of reference and shall
not be considered a part of the Plan, nor shall any of them affect the meaning or interpretation of the Plan or any of its provisions;
(viii) any reference to an agreement, plan, policy, form, document or set of documents, and the rights and obligations of
the parties under any such agreement, plan, policy, form, document or set of documents, shall mean such agreement, plan, policy,
form, document or set of documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions
or replacements thereof; and (ix) all accounting terms not specifically defined shall be construed in accordance with generally
accepted accounting principles.


 




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